Obligation Allstate Corporation 6.125% ( US020002AP64 ) en USD

Allstate Corporation

100 % ▼

Etats-unis

US020002AP64 ( en USD )

6.125% par an ( paiement semestriel )

14/12/2032

Prospectus brochure de l'obligation The Allstate Corp US020002AP64 en USD 6.125%, échéance 14/12/2032

1 000 USD

250 000 000 USD

020002AP6

A- ( Qualité moyenne supérieure )

A3 ( Qualité moyenne supérieure )

15/12/2025 ( Dans 44 jours )

The Allstate Corporation est une société américaine de services financiers offrant une large gamme de produits d'assurance, notamment automobile, habitation, vie et retraite.

L'Obligation émise par Allstate Corporation ( Etats-unis ) , en USD, avec le code ISIN US020002AP64, paye un coupon de 6.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/12/2032

L'Obligation émise par Allstate Corporation ( Etats-unis ) , en USD, avec le code ISIN US020002AP64, a été notée A3 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Allstate Corporation ( Etats-unis ) , en USD, avec le code ISIN US020002AP64, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B5 1 a2095683z424b5.htm 424B5
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Filed Pursuant to Rule 424(b)(5)
Registration Number 333-39640
P R O S P E C T U S S U P P L E M E N T
(To Prospectus Dated June 19, 2000)
$250,000,000
The Allstate Corporation
6.125% Senior Notes due 2032
The notes will bear interest at the rate of 6.125% per year. Interest on the notes is payable on June 15 and
December 15 of each year, beginning on June 15, 2003. The notes will mature on December 15, 2032. We may redeem
some or all of the notes at any time at the redemption prices discussed under the caption "Description of the
Notes--Optional Redemption."
The notes will be senior obligations of our company and will rank equally with all of our other existing and future
senior unsecured and unsubordinated indebtedness.
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of these securities or determined if this prospectus supplement or the related prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.
Per Senior Note
Total

Public Offering Price

99.660% $
249,150,000
Underwriting Discount

0.875% $
2,187,500
Proceeds to The Allstate Corporation (before expenses)

98.785% $
246,962,500
The underwriters expect to deliver the notes to purchasers on or about December 17, 2002.
Banc One Capital Markets, Inc.
UBS Warburg
Banc of America Securities LLC

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Goldman, Sachs & Co.

JPMorgan

Lehman Brothers

Morgan Stanley
The date of this prospectus supplement is December 12, 2002.
You should rely only on the information contained or incorporated by reference in this prospectus supplement
and the accompanying prospectus. We have not authorized anyone to provide you with different information. We
are not making an offer of these securities in any state where the offer is not permitted. You should not assume that
the information contained in this prospectus supplement or the accompanying prospectus is accurate as of any date
other than the date on the front of this prospectus supplement.
TABLE OF CONTENTS
Prospectus Supplement
Page

The Allstate Corporation

S-1
Use of Proceeds

S-1
Capitalization

S-2
Selected Consolidated Financial Information

S-3
Description of the Notes

S-4
Underwriting

S-9
Legal Opinions

S-10
Prospectus
Where You Can Find More Information

2
The Allstate Corporation Filings

3
Special Note Regarding Forward-Looking Statements

4
The Allstate Corporation

4
About the Trusts

5
Ratio of Earnings to Fixed Charges and Ratio of Earnings to Fixed Charges and
Preferred Stock Dividends

6
Use of Proceeds

6
Description of Debt Securities

6
Description of Debt Warrants

20
Description of Preferred Stock

21
Description of Trust Preferred Securities

23
Description of Preferred Securities Guarantees

25
Plan of Distribution

28
Legal Opinion

29
Experts

29
i
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THE ALLSTATE CORPORATION
The Allstate Corporation is a holding company that conducts most of its business through its subsidiaries Allstate
Insurance Company, or AIC, and Allstate Life Insurance Company. The Allstate Corporation is the nation's largest
publicly held personal lines insurance company and the second largest personal property and casualty insurer. Our main
business segments include Allstate Protection (formerly referred to as the Allstate Personal Property and Casualty
segment) and Allstate Financial. Allstate Protection has approximately 12,500 exclusive agents and financial specialists in
the United States and Canada. It also includes our Ivantage unit that sells personal property and casualty insurance
exclusively through approximately 14,000 independent agents across the country. Allstate Financial provides life
insurance, retirement and investment products through Allstate agents, workplace marketing, independent agents, banks
and securities firms and is the nation's 10th largest life insurance business based on ordinary life insurance in force.
The Allstate Corporation was incorporated in Delaware on November 5, 1992. Our executive offices are located at
2775 Sanders Road, Northbrook, Illinois 60062, and at Corporation Trust Center, 1209 Orange Street, Wilmington,
Delaware 19801. Our telephone number is (847) 402-5000.
As a holding company with no significant business operations of our own, we rely on dividends from AIC as the
principal source of cash to pay dividends to our stockholders and to meet our obligations, including the payment of
principal of and any interest on the notes and our other debt obligations. AIC is regulated as an insurance company in
Illinois. Under Illinois law, AIC may not pay a dividend without notifying the Illinois Department of Insurance and
providing specified financial information. Furthermore, Illinois law requires AIC to notify and receive approval from the
Director of the Illinois Department of Insurance for the declaration or payment of any dividend which, together with other
dividends or distributions made within the preceding twelve months, exceeds the greater of:
--
10% of AIC's statutory surplus as of December 31 of the prior year; or
--
AIC's statutory net income for the twelve-month period ending December 31 of the prior year.
As of December 31, 2001, 10% of AIC's year-end statutory surplus was greater than its statutory net income. Ten
percent of statutory surplus as of December 31, 2001 was $1.377 billion and, as of October 31, 2002, dividends paid by
AIC during the preceding twelve month period totaled $675 million. As of October 31, 2002, AIC had the capacity to pay
additional dividends of $702 million without seeking the prior approval of the Illinois Department of Insurance.
The laws of other jurisdictions that generally govern our insurance subsidiaries contain similar limitations on the
payment of dividends; however, in some jurisdictions the laws may be somewhat more restrictive.
USE OF PROCEEDS
We estimate that the net proceeds, after expenses, from the sale of the notes will be approximately $246.6 million.
We will use the net proceeds to fund the redemption of $250,000,000 aggregate principal amount of our 71/8% Senior
Quarterly Interest Bonds due 2097. Pending such use, we will invest the net proceeds in income-producing securities or
cash equivalents such as money market instruments.
S-1
CAPITALIZATION
The following table sets forth our consolidated short term debt and capitalization as of September 30, 2002 and as
adjusted to give effect to this offering and the expected use of proceeds. The following data should be read in connection
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with our consolidated financial statements and notes, which are incorporated by reference.
As of September 30, 2002

(unaudited)

Actual
As Adjusted

(in millions)

Short-term debt
$
247
$
247

6.125% Senior Notes due 2032
$
--
$
250
Other long-term debt

3,958

3,708
Mandatorily redeemable preferred securities of subsidiary trusts

200

200
Common stock and additional capital paid-in

2,606

2,606
Unrealized net capital gains and net gains on derivative financial
instruments

2,446

2,446
Unrealized foreign currency translation adjustments

(49)

(49)
Minimum pension liability adjustment

(83)

(83)
Retained income

19,285

19,285
Deferred compensation expense

(188)

(188)
Treasury stock, at cost

(6,251)

(6,251)

Total shareholders' equity

17,766

17,766

Total capitalization
$
21,924
$
21,924

S-2
SELECTED CONSOLIDATED FINANCIAL INFORMATION
The following table sets forth selected consolidated statement of operations and financial position data and other data
for the periods indicated. The financial data for each of the five years in the period ended December 31, 2001 are derived
from our audited consolidated financial statements. The financial data for the nine months ended September 30, 2002 and
2001 are derived from our unaudited condensed consolidated financial statements. The unaudited financial statements
include all adjustments, consisting of normal recurring accruals, that management considers necessary for a fair
presentation of our financial position and results of operations as of such dates and for such periods. The results for the
nine months ended September 30, 2002 are not necessarily indicative of full year results. The following amounts should be
read in conjunction with the consolidated financial statements and notes thereto contained in our other filings with the
Securities and Exchange Commission available as described under "Where You Can Find More Information" in the
accompanying prospectus.
As of or for the
nine months ended
September 30,
As of or for the year ended December 31,

(unaudited)
(unaudited)
2002
2001
2001
2000
1999
1998
1997

(Dollars in millions, except per share data)

Consolidated Statements of Operations Data:

Insurance premiums and contract charges
$
19,043 $
18,218 $
24,427 $
24,076 $
21,735 $
20,826 $
20,106
Net investment income

3,624
3,615
4,796
4,633
4,112
3,890
3,861
Realized capital gains and losses

(675)
(326)
(358)
425
1,112
1,163
982

Total revenues

21,992
21,507
28,865
29,134
26,959
25,879
24,949

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Benefits, claims, expenses and other

20,866
20,454
27,517
26,087
23,062
21,221
20,577
Gain (loss) on disposition of operations

7
(63)
(63)
--
10
87
62
Income before income tax expense, dividends on
preferred securities, cumulative effect of change
in accounting principle and equity in net income
of unconsolidated subsidiary

1,133
990
1,285
3,047
3,907
4,745
4,434
Income tax expense

108
58
73
795
1,148
1,422
1,324
Dividends on preferred securities of subsidiary
trusts, cumulative effect of change in accounting
principle and equity in net income of
unconsolidated subsidiary

(338)
(38)
(54)
(41)
(39)
(29)
(5)

Net income
$
687 $
894 $
1,158 $
2,211 $
2,720 $
3,294 $
3,105

Per common share data (1):

Net income per share--basic
$
0.97 $
1.24 $
1.61 $
2.97 $
3.40 $
3.96 $
3.58
Net income per share--diluted
$
0.97 $
1.23 $
1.60 $
2.95 $
3.38 $
3.94 $
3.56
Cash dividends per common share
$
0.63 $
0.57 $
0.76 $
0.68 $
0.60 $
0.54 $
0.48
Consolidated Financial Position Data:

Investments
$
89,888 $
80,271 $
79,876 $
74,483 $
69,645 $
66,525 $
62,548
Total assets

116,732
108,606
109,175
104,808
98,119
87,691
80,918
Reserve for claims and claims expenses, contract
benefits and contractholder funds

65,822
58,524
59,194
54,197
50,610
45,615
44,874
Debt:

Short-term

247
359
227
219
665
393
199
Long-term

3,958
3,123
3,694
3,112
2,186
1,353
1,497
Mandatorily redeemable preferred securities of
subsidiary trusts

200
750
200
750
964
750
750
Shareholders' equity

17,766
17,293
17,196
17,451
16,601
17,240
15,610
Other Data:

Ratio of earnings to fixed charges before interest
credited to contractholder funds (2)

5.3
4.4
4.3
9.7
17.2
18.6
19.3
Ratio of earnings to fixed charges (3)

1.7
1.6
1.6
2.6
3.4
4.1
4.0
(1)
Per common share data have been restated for the effects of a two-for-one stock split effective July 1, 1998.
(2)
For purposes of this computation, earnings consist of income (loss) from continuing operations before income taxes and fixed charges. Fixed charges
consist of interest expense, amortization of financing costs, that portion of rental expense that is representative of the interest factor and dividends on
redeemable preferred securities.
(3)
For purposes of this computation, earnings consist of income (loss) from continuing operations before income taxes and fixed charges. Fixed charges
consist of interest expense (including interest credited to contractholder funds), amortization of financing costs, that portion of rental expense that is
representative of the interest factor and dividends on redeemable preferred securities.
S-3
DESCRIPTION OF THE NOTES
We have summarized provisions of the notes below. This summary supplements and replaces (if inconsistent with) the
description of debt securities and the general terms and provisions of debt securities under the caption "Description of
Debt Securities" in the accompanying prospectus. The summary does not purport to be complete and is qualified in its
entirety by reference to the indenture referred to below.
General
The notes will be issued under an indenture dated as of December 16, 1997, as amended by a third supplemental
indenture dated as of July 23, 1999, as amended by a sixth supplemental indenture dated as of June 12, 2000 and as
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supplemented by a ninth supplemental indenture to be dated as of December 17, 2002, with respect to the issuance of the
notes, between us and State Street Bank and Trust Company, as trustee.
The notes will initially be limited to a total principal amount of $250,000,000. We may, without the consent of the
holders of the notes, issue additional notes having the same interest rate, maturity date and other terms as described in this
prospectus supplement and in the accompanying prospectus. Any additional notes, together with the notes offered by this
prospectus supplement, will constitute a single series of notes under the indenture. No additional notes may be issued if an
event of default under the indenture has occurred and is continuing with respect to the notes.
The notes will mature on December 15, 2032 and will bear interest at 6.125% per year. Interest on the notes will
accrue from December 17, 2002. The notes provide that we will:
·
pay interest semiannually on June 15 and December 15 of each year, commencing June 15, 2003,
·
pay interest to the person in whose name a note is registered at the close of business on June 1 or
December 1 preceding the interest payment date,
·
compute interest on the basis of a 360-day year consisting of twelve 30-day months,
·
make payments on the notes at the offices of the trustee, and
·
either make payments by wire transfer for notes held in book-entry form or by check mailed to the address
of the person entitled to the payment as it appears on the register of the notes.
In the event that any date on which interest is payable is not a business day, then payment of interest payable on that
date will be made on the next business day (and without any interest or other payment in respect of any delay).
We will issue the notes only in fully registered form, without coupons, in denominations of $1,000 and any integral
multiple of $1,000. The notes will not be subject to any sinking fund.
Ranking
The notes will be senior unsecured obligations of The Allstate Corporation and will rank equally in right of payment
with all of our other existing and future senior unsecured and unsubordinated indebtedness. The notes will rank senior to
any subordinated indebtedness.
All existing and future liabilities of our subsidiaries will be effectively senior to the notes. Since all of our operations
are conducted through subsidiaries, our cash flow and subsequent ability to service debt, including the notes, are dependent
on the earnings of our subsidiaries and the distribution of those earnings, or upon loans or other payments of funds by the
subsidiaries, to us. The subsidiaries are separate and distinct legal entities and have no obligation to pay any amount
pursuant to the notes or otherwise, whether by dividends, loans or other payments. In addition, since our subsidiaries are
insurance companies, their ability to pay dividends to us is subject to regulatory limitations. See
S-4
"Business--Regulation" in our Annual Report on Form 10-K for the year ended December 31, 2001, which is incorporated
in this prospectus supplement by reference.
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Optional Redemption
The notes are redeemable, in whole or in part, at any time at a redemption price equal to the greater of:
·
100% of the principal amount of the notes to be redeemed; or
·
as determined by an Independent Investment Banker, the sum of the present values of the remaining
scheduled payments of principal and interest on the notes to be redeemed (not including any portion of such
payments of interest accrued to the date of redemption) discounted to the redemption date on a semiannual
basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus
20 basis points.
plus, in either of the above cases, accrued and unpaid interest thereon to the redemption date.
"Adjusted Treasury Rate" means, with respect to any redemption date:
·
the yield, under the heading which represents the average for the immediately preceding week, appearing in
the most recently published statistical release designated "H.15(519)" published by the Board of Governors
of the Federal Reserve System (or any successor publication which is published weekly by the Board of
Governors of the Federal Reserve System and which establishes yields on actively traded United States
Treasury securities adjusted to constant maturity) under the caption "Treasury Constant Maturities," for the
maturity corresponding to the Comparable Treasury Issue. If no maturity is within three months before or
after the Remaining Life, yields for the two published maturities most closely corresponding to the
Comparable Treasury Issue shall be determined and the Adjusted Treasury Rate shall be interpolated or
extrapolated from such yields on a straight line basis, rounding to the nearest month; or
·
if such release (or any successor release) is not published during the week preceding the calculation date or
does not contain such yields, the rate per year equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.
The Adjusted Treasury Rate shall be calculated on the third business day preceding the redemption date.
"Comparable Treasury Issue" means the United States Treasury security selected by an Independent Investment
Banker as having a maturity comparable to the remaining term of the securities to be redeemed that would be used, at the
time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of such securities ("Remaining Life").
"Comparable Treasury Price" means (1) the average of five Reference Treasury Dealer Quotations for such
redemption date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Independent
Investment Banker obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such quotations.
"Independent Investment Banker" means one of the Reference Treasury Dealers appointed by us.
S-5
"Reference Treasury Dealer" means:
·
each of Banc One Capital Markets, Inc. and UBS Warburg LLC, and their respective successors; provided,
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however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in the
United States (a "Primary Treasury Dealer"), we shall substitute therefore another Primary Treasury Dealer;
and
·
any three other Primary Treasury Dealers selected by us.
"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption
date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent
Investment Banker at 5:00 p.m., New York City Time, on the third business day preceding such redemption date.
We will mail a notice of redemption at least 30 days but not more than 60 days before the redemption date to each
holder of the notes to be redeemed. If less than all of the notes are to be redeemed, the trustee will select, by such method
as it will deem fair and appropriate, including pro rata or by lot, the securities to be redeemed in whole or in part.
Unless we default in payment of the redemption price, on and after the redemption date, interest will cease to accrue
on the notes or portions thereof called for redemption.
Defeasance
The defeasance and covenant defeasance provisions of the indenture described under the caption "Description of Debt
Securities--Defeasance and Covenant Defeasance" in the accompanying prospectus will apply to the notes.
Notices
We will mail notices and communications to the holder's address shown on the register of the notes.
The Trustee; Paying Agents and Transfer Agents
State Street Bank and Trust Company is the trustee under the indenture. The trustee and its affiliates also perform
certain commercial banking services for us for which they receive customary fees. The trustee will be the paying agent and
transfer agent for the notes.
Book-Entry Delivery and Settlement
We will issue the notes in the form of one or more permanent global notes in definitive, fully registered, book-entry
form. The global notes will be deposited with or on behalf of The Depository Trust Company, or DTC, and registered in
the name of Cede & Co., as nominee of DTC, or will remain in the custody of the trustee in accordance with the FAST
Balance Certificate Agreement between DTC and the trustee.
DTC has advised us as follows:
·
DTC is a limited-purpose trust company organized under the New York Banking Law, a "banking
organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System,
a "clearing corporation" within the meaning of the New York Uniform Commercial Code and a "clearing
agency" registered under Section 17A of the Securities Exchange Act of 1934, as amended.
S-6
·
DTC holds securities that its participants deposit with DTC and facilitates the settlement among participants
of securities transactions, such as transfers and pledges, in deposited securities through electronic
computerized book-entry changes in participants' accounts, thereby eliminating the need for physical
movement of securities certificates.
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·
Direct participants include securities brokers and dealers, trust companies, clearing corporations and other
organizations.
·
DTC is owned by a number of its direct participants and by the New York Stock Exchange, Inc., the
American Stock Exchange, Inc. and the NASD, Inc.
·
Access to the DTC system is also available to others such as securities brokers and dealers, banks and trust
companies that clear through or maintain a custodial relationship with a direct participant, either directly or
indirectly.
·
The rules applicable to DTC and its participants are on file with the SEC.
We have provided the following descriptions of the operations and procedures of DTC solely as a matter of
convenience. These operations and procedures are solely within the control of DTC and are subject to change by them
from time to time. We, the underwriters and the trustee do not take any responsibility for these operations or procedures,
and you are urged to contact DTC or its participants directly to discuss these matters.
We expect that under procedures established by DTC:
·
Upon deposit of the global notes with DTC or its custodian, DTC will credit on its internal system the
accounts of direct participants designated by the underwriters with portions of the principal amounts of the
global notes.
·
Ownership of the notes will be shown on, and the transfer of ownership thereof will be effected only
through, records maintained by DTC or its nominee, with respect to interests of direct participants, and the
records of direct and indirect participants, with respect to interests of persons other than participants.
The laws of some jurisdictions require that purchasers of securities take physical delivery of those securities in
definitive form. Accordingly, the ability to transfer interests in the notes represented by a global note to those persons may
be limited. In addition, because DTC can act only on behalf of its participants, who in turn act on behalf of persons who
hold interests through participants, the ability of a person having an interest in notes represented by a global note to pledge
or transfer those interests to persons or entities that do not participate in DTC's system, or otherwise to take actions in
respect of such interest, may be affected by the lack of a physical definitive security in respect of such interest.
So long as DTC or its nominee is the registered owner of a global note, DTC or that nominee will be considered the
sole owner or holder of the notes represented by that global note for all purposes under the indenture and under the notes.
Except as provided below, owners of beneficial interests in a global note will not be entitled to have notes represented by
that global note registered in their names, will not receive or be entitled to receive physical delivery of certificated notes
and will not be considered the owners or holders thereof under the indenture or under the notes for any purpose, including
with respect to the giving of any direction, instruction or approval to the trustee. Accordingly, each holder owning a
beneficial interest in a global note must rely on the procedures of DTC and, if that holder is not a direct or indirect
participant, on the procedures of the participant through which that holder owns its interest, to exercise any rights of a
holder of notes under the indenture or the global note.
S-7
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Neither we nor the trustee will have any responsibility or liability for any aspect of the records relating to or payments
made on account of notes by DTC, or for maintaining, supervising or reviewing any records of DTC relating to the notes.
Payments on the notes represented by the global notes will be made to DTC or its nominee, as the case may be, as the
registered owner thereof. We expect that DTC or its nominee, upon receipt of any payment on the notes represented by a
global note, will credit participants' accounts with payments in amounts proportionate to their respective beneficial
interests in the global note as shown in the records of DTC or its nominee. We also expect that payments by participants to
owners of beneficial interests in the global note held through such participants will be governed by standing instructions
and customary practice as is now the case with securities held for the accounts of customers registered in the names of
nominees for such customers. The participants will be responsible for those payments.
Payments on the notes represented by the global notes will be made in immediately available funds. Transfers
between participants in DTC will be effected in accordance with DTC rules and will be settled in immediately available
funds.
Certificated Notes
We will issue certificated notes to each person that DTC identifies as the beneficial owner of the notes represented by
the global notes upon surrender by DTC of the global notes if:
·
DTC notifies us that it is no longer willing or able to act as a depository for the global notes, and we have
not appointed a successor depository within 90 days of that notice;
·
an event of default has occurred and is continuing, and DTC requests the issuance of certificated notes; or
·
we determine not to have the notes represented by a global note.
Neither we nor the trustee will be liable for any delay by DTC, its nominee or any direct or indirect participant in
identifying the beneficial owners of the related notes. We and the trustee may conclusively rely on, and will be protected in
relying on, instructions from DTC or its nominee for all purposes, including with respect to the registration and delivery,
and the respective principal amounts, of the notes to be issued.
S-8
UNDERWRITING
Subject to the terms and conditions stated in the underwriting agreement dated the date of this prospectus supplement,
each underwriter named below has agreed to purchase, and we have agreed to sell to that underwriter, the principal amount
of notes set forth opposite the underwriter's name.
Principal Amount
Underwriter
of Notes

Banc One Capital Markets, Inc.
$
100,000,000
UBS Warburg LLC
$
50,000,000
Banc of America Securities LLC
$
20,000,000
Goldman, Sachs & Co.
$
20,000,000
J.P. Morgan Securities Inc.
$
20,000,000
Lehman Brothers Inc.
$
20,000,000
Morgan Stanley & Co. Incorporated
$
20,000,000

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